Business Services MPW

BUSINESS SERVICES MPW

This Business Services MPW (the "Agreement") is entered into as of Effective Date: by and between:

Recitals

WHEREAS, Service Provider has experience and expertise in providing business services, including project management, process optimization, and professional advisory support; and

WHEREAS, Client desires to retain Service Provider to perform certain services described in this Agreement and Service Provider agrees to perform such services on the terms and conditions set forth herein; and

WHEREAS, the parties wish to set forth the scope, compensation, term, and other terms governing their relationship in this Agreement.

Scope of Work

Service Provider shall perform the services described below (the "Services"). The Services shall be performed in a professional and workmanlike manner in accordance with industry standards and the schedule agreed by the parties.

Payment Terms

Client shall pay Service Provider the compensation described below in consideration for the performance of the Services. All fees are due in U.S. dollars unless otherwise agreed in writing.

All undisputed invoices not paid within the agreed payment terms shall accrue interest at the rate set forth above and the Client shall reimburse Service Provider for reasonable collection costs, including attorney fees.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon Notice Period: days' prior written notice to the other party. Either party may terminate immediately for material breach if such breach remains uncured for thirty (30) days after receipt of written notice of the breach.

Confidentiality

"Confidential Information" means non-public information disclosed in written, electronic or oral form that is marked or otherwise identified as confidential or that a reasonable person would understand to be confidential under the circumstances. Each party agrees: (a) to hold Confidential Information of the other party in strict confidence; (b) to use such Confidential Information only to perform obligations or exercise rights under this Agreement; and (c) not to disclose such Confidential Information to any third party except as necessary to perform the Services and subject to obligations of confidentiality at least as protective as those herein.

Confidential Information does not include information that (i) is or becomes generally available to the public other than by breach of this Agreement, (ii) was already lawfully known to the receiving party prior to disclosure, (iii) is rightfully received from a third party without restriction, or (iv) is independently developed by the receiving party without use of the disclosing party's Confidential Information. Upon termination or written request, the receiving party shall promptly return or destroy Confidential Information and certify such return or destruction.

Independent Contractor; Compliance

Service Provider is an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship between the parties. Service Provider is responsible for all taxes, withholdings, and other statutory obligations arising from compensation paid hereunder. Each party shall comply with all applicable laws and regulations in the performance of its obligations.

Limitation of Liability

Except for liability arising from a party's willful misconduct or gross negligence, or for breaches of confidentiality or indemnity obligations, neither party shall be liable to the other for incidental, consequential, special, or punitive damages, and the aggregate liability of either party for any claim arising under this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) month period preceding the event giving rise to the claim.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as either party designates by notice to the other.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that state for disputes arising under this Agreement.

Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Acknowledgement

Each party represents and warrants that it has full power and authority to enter into this Agreement, that the person signing on its behalf is authorized to do so, and that the performance of this Agreement will not violate any other agreement to which it is a party.

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